<PAGE>

                                                                    EXHIBIT 10.2

TO THE EXTENT THAT THIS AIRCRAFT LEASE AGREEMENT CONSTITUTES CHATTEL PAPER (AS
DEFINED IN THE UNIFORM COMMERCIAL CODE AS IN EFFECT IN ANY APPLICABLE
JURISDICTION), NO SECURITY INTEREST IN THIS AIRCRAFT LEASE AGREEMENT MAY BE
CREATED THROUGH TRANSFER OR POSSESSION OF ANY COUNTERPART OTHER THAN THE
ORIGINAL COUNTERPART, WHICH SHALL BE IDENTIFIED AS THE COUNTERPART DESIGNATED AS
THE ORIGINAL ON THE SIGNATURE PAGE OF THIS AGREEMENT BY LESSOR.

The parties listed below as Lessee and Lessor hereby agree that Lessor will
lease the Aircraft to Lessee and Lessee will take delivery of and lease the
Aircraft from Lessor subject to and in accordance with the Lease for the
duration of the Term and further agree in this AIRCRAFT LEASE AGREEMENT dated as
of May 4, 2004 the following:

<TABLE>
<S>                                   <C>
Lessee:                               Kitty Hawk Aircargo, Inc.

Lessor:

Owner:

Guarantee required:                   As set forth on Schedule A

Guarantor:                            As set forth on Schedule A

Aircraft:

Engines:

Common Terms Agreement:               The Aircraft Lease Common Terms Agreement
                                      dated as of May 4, 2004 between Aviation
                                      Financial Services, Inc. and Kitty Hawk
                                      Aircargo, Inc., as in effect on the date
                                      hereof without giving effect to any
                                      subsequent amendment, supplement, waiver
                                      or other modification thereto, unless
                                      Lessor and Lessee otherwise expressly
                                      agree and as attached hereto on Schedule B

Duration of Term:                     120 months commencing on the Delivery Date

Manufacturer:                         The Boeing Company

Extension Option applies:             Yes, as set forth on Schedule C

Aircraft Substitution Option applies: Yes, as set forth on Schedule D

                                              PAYMENTS

Rent:                                 As set forth on Schedule A

Supplemental Rent Applies:            Yes

Assumed Utilization:                  ***** Flight Hours per 12 month period

Assumed Ratio:                        ***** Flight Hours to 1 Cycle ratio (*****:1)
</TABLE>

CONFIDENTIAL TREATMENT HAS BEEN REQUESTED BY KITTY HAWK, INC. FOR CERTAIN
PORTIONS OF THIS DOCUMENT. CONFIDENTIAL PORTIONS HAVE BEEN FILED SEPARATELY WITH
THE SECURITIES AND EXCHANGE COMMISSION. OMITTED PORTIONS ARE INDICATED IN THIS
AGREEMENT WITH "*****".

<PAGE>

<TABLE>
<S>                                   <C>
Assumed Ratio Adjustment Table:       As set forth on Schedule A

Airframe Supplemental Rent:           As set forth on Schedule A

APU Supplemental Rent:                As set forth on Schedule A

Engine Supplemental Rent:             As set forth on Schedule A

Engine LLP Supplemental Rent:         As set forth on Schedule A

Landing Gear Supplemental Rent:       As set forth on Schedule A

Annual Supplemental Rent Adjustment:  As set forth on Schedule A

Enhanced Lessor Maintenance
Contribution applies:                 Yes, as set forth on Schedule A

Deposit:                              As set forth on Schedule A

                                            DELIVERY

Scheduled Delivery Month (Month
Year):                                June 2005

Final Delivery Date:                  the date that is 180 days after the last
                                      day of the Scheduled Delivery Month

Delivery Location:                    Denel Aviation, Johannesburg, South
                                      Africa, or such other location as shall be
                                      mutually agreed by Lessor and Lessee

Delivery Condition Requirements:      Yes, as set forth on Schedule E

                                            TECHNICAL

Airframe Structural Check:            While Lessee is operating a MSG 2
                                      maintenance program for the Aircraft: a
                                      heavy maintenance visit which shall
                                      include but not be limited to
                                      accomplishment of a block C6 Check,
                                      structural and relevant CPCP inspections,
                                      all lesser checks, passenger cabin
                                      refurbishment (including lavatories and
                                      galleys) and strip and repainting of the
                                      complete fuselage, empennage, wings and
                                      pylons. Where relevant, the workscope and
                                      intervals (calendar and/or hourly) shall
                                      not be less than those prescribed by the
                                      then current Manufacturer's Maintenance
                                      Planning Document block maintenance
                                      program.

                                      While Lessee is operating a MSG 3
                                      maintenance program for the Aircraft:
                                      there will be no block C6 check and the
</TABLE>
                                      -2-
<PAGE>

<TABLE>
<S>                                   <C>
                                      airframe inspections shall be divided
                                      between sequential C checks. The only C
                                      Check which qualifies as an Airframe
                                      Structural Check for the purposes of
                                      Section 7.2(a) of the Common Terms
                                      Agreement under the MSG 3 maintenance
                                      program, is one which zero's all CPCP and
                                      structural inspections and performs a
                                      refurbishment of the interior and a strip
                                      and repaint of the complete fuselage,
                                      empennage, wings and pylons.

AD Sharing applies:                   Yes

AD Threshold:                         As set forth on Schedule A

AD Factor:                            96 months

Power by the Hour Maintenance
Program:                              As set forth on Schedule F

Engines/Rating                        [For Engines which are B2 hardware
                                      configuration and a thrust level of
                                      22,000 lbs at Delivery, Lessee may derate
                                      the Engines during the Term; provided that
                                      on the Return Occasion, Lessee is
                                      obligated to rerate the Engines to the
                                      Engine Thrust Setting, in each case at
                                      Lessee's expense;

                                      For Engines which are B2 hardware
                                      configuration but operating at a thrust
                                      level of 20,000 lbs at Delivery, Lessee
                                      may upgrade the thrust level to 22,000 lbs
                                      during the Term; provided that on the
                                      Return Occasion, Lessee is obligated to
                                      rerate the Engines to the Engine Thrust
                                      Setting, in each case at Lessee's
                                      expense.]

                                      OR

                                      [The Engines may not be rerated by Lessee
                                      during the Term, but shall remain at the
                                      same thrust level as at Delivery.]

                                            INSURANCE

Agreed Value:                         As set forth on Schedule A

Minimum Liability Coverage:           As set forth on Schedule A

                                            REDELIVERY

Redelivery Location:                  Kitty Hawk Maintenance Base, Fort Wayne,
                                      Indiana or such other location as shall be
                                      mutually agreed by Lessor and Lessee

Engine Thrust Setting:

Minimum APU Limit:
</TABLE>


                                       -3-
<PAGE>

<TABLE>

<S>                                   <C>
Minimum Component Calendar Life:      ***** months

Minimum Component Cycles:             ***** Cycles

Minimum Component Flight Hours:       ***** Flight Hours

Minimum Engine Cycles:                ***** Cycles

Minimum Engine LLP Cycles:            ***** Cycles

Minimum Engine Flight Hours:          ***** Flight Hours

Minimum Landing Gear Calendar Time:   ***** months

Minimum Landing Gear Cycles:          ***** Cycles

Minimum Landing Gear Flight Hours:    ***** Flight Hours

Redelivery Check:                     Ex the next sequential "C" Check, or
                                      higher check if applicable, in block
                                      format so that all airframe inspections
                                      falling due within the next following
                                      ***** Flight Hours of operation in
                                      accordance with the Manufacturer's
                                      Maintenance Planning Document have been
                                      accomplished

Required EGT Margin:

AD Compliance Period:                 ***** days

Additional Return Condition
Requirements:                         Yes, as set forth on Schedule G

                                            TAX

Lessor/Owner Tax Jurisdiction:        United States

MACRS indemnity applies:              Yes, as set forth on Schedule H

Foreign Tax Indemnity applies:        Yes, as set forth on Schedule H
</TABLE>

CONFIDENTIAL TREATMENT HAS BEEN REQUESTED BY KITTY HAWK, INC. FOR CERTAIN
PORTIONS OF THIS DOCUMENT. CONFIDENTIAL PORTIONS HAVE BEEN FILED SEPARATELY WITH
THE SECURITIES AND EXCHANGE COMMISSION. OMITTED PORTIONS ARE INDICATED IN THIS
AGREEMENT WITH "*****".

                                      -4-
<PAGE>

ALL THE PROVISIONS OF THE SCHEDULES HERETO AND THE COMMON TERMS AGREEMENT ARE
INCORPORATED BY REFERENCE HEREIN AND ARE PART OF THIS AIRCRAFT LEASE AGREEMENT
AS IF THEY WERE SET OUT IN FULL HEREIN.

WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, BY ITS SIGNATURE BELOW, LESSEE
ACKNOWLEDGES AND AGREES THAT THE LEASE OF THE AIRCRAFT HEREUNDER IS ON AN "AS
IS, WHERE IS" BASIS AND THAT THE DISCLAIMERS, EXCULPATIONS AND LIMITATIONS OF
LIABILITY, INDEMNITIES, THE CHOICE OF NEW YORK LAW AS THE GOVERNING LAW,
LESSEE'S SUBMISSION TO PERSONAL JURISDICTION IN NEW YORK, AND THE WAIVER OF ANY
RIGHT TO A TRIAL BY JURY PROVIDED FOR IN THE COMMON TERMS AGREEMENT ARE
INCORPORATED HEREIN BY SUCH REFERENCE AND ARE PART OF THIS AGREEMENT AS IF THE
SAME WERE SET OUT IN FULL HEREIN.

No provision of this Lease, including any provision of the Schedules or the
Common Terms Agreement, may be amended, rescinded, changed, waived, discharged,
terminated or otherwise modified in any way whatsoever, except by a writing
signed by the party to be charged. Pursuant to and to comply with Section (2) of
Section 2A-208 of the UCC, if and to the extent applicable, Lessor and Lessee
acknowledge their agreement to the provisions of this Section by their
signatures below.

This Aircraft Lease Agreement may be executed in two or more counterparts, each
of which shall be deemed an original, but all of which together shall constitute
one and the same instrument.

                                      -5-
<PAGE>

IN WITNESS WHEREOF, the parties hereto have executed this Aircraft Lease
Agreement, each by its duly authorized representative(s), as of the date shown
at the beginning of this Aircraft Lease Agreement.

AFS INVESTMENTS 59 LLC                KITTY HAWK AIRCARGO, INC.

By: AFS INVESTMENTS 59, INC.
    ITS SOLE MEMBER

By: ___________________________       By: ______________________________
    Name:                                 Name:
    Title:                                Title:

                                      -S-
<PAGE>

                                   SCHEDULE A

                                      *****

CONFIDENTIAL TREATMENT HAS BEEN REQUESTED BY KITTY HAWK, INC. FOR CERTAIN
PORTIONS OF THIS DOCUMENT. THREE (3) PAGES OF SCHEDULE A HAVE BEEN OMITTED
PURSUANT TO THE CONFIDENTIAL TREATMENT REQUEST. CONFIDENTIAL PORTIONS HAVE BEEN
FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. OMITTED PORTIONS
ARE INDICATED IN THIS AGREEMENT WITH "*****".

                                     A - 1

<PAGE>

                                   SCHEDULE A

INTENTIONALLY OMITTED FROM THE VERSION OF THIS DOCUMENT FILED WITH THE FAA AS
CONTAINING CONFIDENTIAL AND PROPRIETARY INFORMATION

                                      A - 1

<PAGE>

                                   SCHEDULE B

                             COMMON TERMS AGREEMENT

                                      B - 1
<PAGE>

                                   SCHEDULE C

                                EXTENSION OPTION

1.       EXTENSION OPTION

(a)      Lessor hereby grants Lessee the right to extend the Term for thirty
         (30) months from the Scheduled Expiry Date in accordance with the terms
         and conditions set forth in this Schedule C (the "First Extension
         Option"). Provided that Lessee exercises the First Extension Option in
         accordance herewith, Lessee shall have the right to further extend the
         Term an additional thirty (30) months from the then applicable
         Scheduled Expiry Date in accordance with the terms and conditions set
         forth in this Schedule C (the "Second Extension Option").

(b)      In order to exercise any Extension Option, the following conditions
         must be satisfied:

         (i)      Not later than twelve (12) months prior to the ten applicable
                  Scheduled Expiry Date, Lessor shall have received a written
                  notice from Lessee stating that it is exercising the Extension
                  Option, which notice once given shall be irrevocable;

         (ii)     Promptly after such notice, Lessee shall deliver to Lessor a
                  Lease Supplement, board resolutions, legal opinions and other
                  documents related to such extension, as Lessor may reasonably
                  request; and

         (iii)    no Default shall have occurred and be continuing on the date
                  that Lessor receives notice of Lessee's exercise of the
                  Extension Option or on the then applicable Scheduled Expiry
                  Date (as determined without giving effect to Lessee's exercise
                  of the Extension Option).

(c)      If the Term is so extended, the then applicable Scheduled Expiry Date
         shall be the Extended Expiry Date, the Rent for the period of such
         extension shall be as agreed by Lessor and Lessee at the time the
         Extension Option is exercised (but will in no event be greater than the
         Rent provided for in the Lease as of the date hereof) and all other
         provisions of the Lease shall remain in full force and effect.

EXTENDED EXPIRY DATE means (i) with respect to the First Extension Option, the
date that corresponds to the Scheduled Expiry Date in the 30th month after the
Scheduled Expiry Date; (ii) with respect to the Second Extension Option, the
date that corresponds to the Scheduled Expiry Date in the 60th month after the
Scheduled Expiry Date.

2.       *****

CONFIDENTIAL TREATMENT HAS BEEN REQUESTED BY KITTY HAWK, INC. FOR CERTAIN
PORTIONS OF THIS DOCUMENT. CONFIDENTIAL PORTIONS HAVE BEEN FILED SEPARATELY WITH
THE SECURITIES AND EXCHANGE COMMISSION. OMITTED PORTIONS ARE INDICATED IN THIS
AGREEMENT WITH "*****".

                                      C - 1
<PAGE>

                                   SCHEDULE D

                                      *****

CONFIDENTIAL TREATMENT HAS BEEN REQUESTED BY KITTY HAWK, INC. FOR CERTAIN
PORTIONS OF THIS DOCUMENT. CONFIDENTIAL PORTIONS HAVE BEEN FILED SEPARATELY WITH
THE SECURITIES AND EXCHANGE COMMISSION. OMITTED PORTIONS ARE INDICATED IN THIS
AGREEMENT WITH "*****".

                                      D - 1


<PAGE>
                                   SCHEDULE E

                         DELIVERY CONDITION REQUIREMENTS

The Delivery Condition described below is solely a description of such condition
precedent and shall not be construed as a representation, warranty or agreement
of any kind whatsoever, express or implied, by Lessor with respect to the
Aircraft or its condition, all of which have been disclaimed by Lessor and
waived by Lessee as set forth in the Lease, including in the Common Terms
Agreement.

For purposes of Schedule 4, Part 2 of the CTA:

<TABLE>
<S>                                   <C>
Minimum APU Limit:
Minimum Component Calendar Life:      ***** months
Minimum Component Cycles:             ***** Cycles
Minimum Component Flight Hours:       ***** Flight Hours
Minimum Engine Cycles:                ***** Cycles
Minimum Engine LLP Cycles:            ***** Cycles
Minimum Engine Flight Hours:          ***** Flight Hours
Minimum Landing Gear Calendar Time:   ***** months
Minimum Landing Gear Cycles:          ***** Cycles
Minimum Landing Gear Flight Hours:    ***** Flight Hours
Required EGT Margin:
</TABLE>

CONFIDENTIAL TREATMENT HAS BEEN REQUESTED BY KITTY HAWK, INC. FOR CERTAIN
PORTIONS OF THIS DOCUMENT. CONFIDENTIAL PORTIONS HAVE BEEN FILED SEPARATELY WITH
THE SECURITIES AND EXCHANGE COMMISSION. OMITTED PORTIONS ARE INDICATED IN THIS
AGREEMENT WITH "*****".

                                      E - 1
<PAGE>

In addition to and supplementing Lessor's obligations set forth Schedule 4, Part
2 of the CTA, Lessee shall Deliver the Aircraft to Lessee on the Delivery Date
meeting the following requirements which, to the extent that they conflict with
the terms of Schedule 4, Part 2 of the CTA, shall control:

1.       The maintenance workscope referenced in Section 2.2(b)(v) of Schedule
         4, Part 2 shall be:

         Airframe:       Ex the next sequential `C' Check in accordance with the
                         previous lessee's approved maintenance program such
                         that, with the exception of ferry and demonstration
                         flight hours all inspections due within the next *****
                         hours and ***** months shall be completed and all MPD
                         requirements are satisfied, including, so long as
                         Lessee provides the bridging program and any task cards
                         not already available in the existing program to Lessor
                         no later than ***** months prior to the Scheduled
                         Delivery Month (the "Task Date"), the tasks required to
                         bridge the Aircraft onto the Boeing MSG 3 maintenance
                         planning document. Lessor will provide the prior
                         lessee's aircraft maintenance program information,
                         sufficient to determine the MSG 3 bridging program
                         requirements, as soon as practicable but no later than
                         75 days prior to the Task Date.

         Configuration:  Full cargo configuration in accordance with IAW IAI FAA
                         Approved STC, including option for solid 9g barrier.

         Conversion:     The Aircraft will be registered with the FAA during the
                         cargo conversion, at the completion of which the
                         Aircraft will have a Standard Certificate of
                         Airworthiness issued by an FAA DAR contracted by
                         Lessor.

         Other:          The Aircraft will be delivered with a MTOW of 139,000
                         lbs, MZFW of 109,600 lbs, and a MLW of 116,000 lbs.

                         The Aircraft will be RVSM compliant.

                         The Aircraft will be equipped with EGPWS.

                         The fuel quantity indication system shall be
                         represented in pounds.

CONFIDENTIAL TREATMENT HAS BEEN REQUESTED BY KITTY HAWK, INC. FOR CERTAIN
PORTIONS OF THIS DOCUMENT. CONFIDENTIAL PORTIONS HAVE BEEN FILED SEPARATELY WITH
THE SECURITIES AND EXCHANGE COMMISSION. OMITTED PORTIONS ARE INDICATED IN THIS
AGREEMENT WITH "*****".

                                      E - 2
<PAGE>

                        The second observer seat in the cockpit shall be
                        installed (if not already).

                        The Aircraft shall have transponders, flight management
                        computers, EFIS display option, VHF COM and associated
                        control heads replaced to standardize to the easyJet
                        fleet standard.

                        [The Aircraft shall be modified to include a standard
                        air speed - Mach indicator on the main instrument panel,
                        left of the electronic attitude direction indicator.]

2.    *****

3.    The livery referenced in Section 2.2(b)(viii) of Schedule 4, Part 2 of the
      CTA shall be Lessee's livery.

4.    The Aircraft shall have EFIS.

5.    CSET Inspection:

      Lessor shall prepare the Aircraft and the Aircraft Documents and Records
      for Delivery in accordance with the CSET 121 conformity checklist and
      demonstrate compliance with each applicable requirement to Lessee by
      reference to equipment installed, aircraft technical specifications from
      the Manufacturer, technical and maintenance records and embodied
      modifications.

6.    Scribe Marks:

      Notwithstanding anything in Section 2.2(b)(xii) of Schedule 4, Part 2 of
      the CTA to the contrary, if there are fuselage skin scribe marks at
      Delivery that are permitted in accordance with an Airworthiness Directive
      expected to be issued in late 2004 or if such expected Airworthiness
      Directive has not yet been issued, then such clause shall not apply in
      respect of such scribe marks. Lessee shall rectify such scribe marks
      post-Delivery as and when required by such Airworthiness Directive and the
      cost for such work shall be paid as set forth in Schedule A.

CONFIDENTIAL TREATMENT HAS BEEN REQUESTED BY KITTY HAWK, INC. FOR CERTAIN
PORTIONS OF THIS DOCUMENT. CONFIDENTIAL PORTIONS HAVE BEEN FILED SEPARATELY WITH
THE SECURITIES AND EXCHANGE COMMISSION. OMITTED PORTIONS ARE INDICATED IN THIS
AGREEMENT WITH "*****".

                                      E - 3
<PAGE>

                                   SCHEDULE F

                                      *****

CONFIDENTIAL TREATMENT HAS BEEN REQUESTED BY KITTY HAWK, INC. FOR CERTAIN
PORTIONS OF THIS DOCUMENT. TWO (2) PAGES OF SCHEDULE F HAVE BEEN OMITTED
PURSUANT TO THE CONFIDENTIAL TREATMENT REQUEST. CONFIDENTIAL PORTIONS HAVE BEEN
FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. OMITTED PORTIONS
ARE INDICATED IN THIS AGREEMENT WITH "*****".

                                      F - 1

<PAGE>

                                   SCHEDULE G

                          ADDITIONAL RETURN CONDITIONS

In addition to and supplementing Lessee's obligations set forth in Section 12
and Schedule 6 of the CTA, Lessee shall redeliver the Aircraft to Lessor on the
Return Occasion meeting the following requirements which, to the extent that
they conflict with the terms of Section 12 or Schedule 6 of the CTA, shall
control:

1. In the event the next lessee is not on the same maintenance program as the
Lessee (expected to be MSG 3), or no next lessee has been identified, the
airframe will be fresh from the next sequential block C check in accordance with
the Manufacturer's Maintenance Planning Document including all maintenance tasks
and inspections falling due within the next C check interval per the
Manufacturer's Maintenance Planning Document. If the next lessee is on the same
maintenance program as Lessee, Lessee shall be required to perform the next
sequential C check in accordance with the Manufacturer's Maintenance Planning
Document.

2. *****

3. Section 1.2(h) of Schedule 6 of the CTA shall be amended in respect of the
Aircraft by inserting the following proviso at the end thereof: "; provided that
if such livery is in excess of three (3) colors, the cost of the paint in excess
of three (3) colors will be borne by Lessor."

CONFIDENTIAL TREATMENT HAS BEEN REQUESTED BY KITTY HAWK, INC. FOR CERTAIN
PORTIONS OF THIS DOCUMENT. CONFIDENTIAL PORTIONS HAVE BEEN FILED SEPARATELY WITH
THE SECURITIES AND EXCHANGE COMMISSION. OMITTED PORTIONS ARE INDICATED IN THIS
AGREEMENT WITH "*****".

                                      G - 1
<PAGE>

                                   SCHEDULE H

                                      *****

CONFIDENTIAL TREATMENT HAS BEEN REQUESTED BY KITTY HAWK, INC. FOR CERTAIN
PORTIONS OF THIS DOCUMENT. TWO (2) PAGES OF SCHEDULE H BEEN OMITTED PURSUANT TO
THE CONFIDENTIAL TREATMENT REQUEST. CONFIDENTIAL PORTIONS HAVE BEEN FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. OMITTED PORTIONS ARE
INDICATED IN THIS AGREEMENT WITH "*****".

                                     H - 1